UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2026
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission File Number: 001-40710
Tigo Energy, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware
83-3583873
(State or other jurisdiction of
incorporation or organization)
(I.R.S. EmployerIdentification No.)
983 University Avenue, Suite B,
Los Gatos, California
95032
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (408) 402-0802
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, par value $0.0001 per share
TYGO
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of July 30, 2026, the registrant had 76,773,711 shares of common stock, $0.0001 par value per share, outstanding.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains statements that are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements regarding the financial position, business strategy and the plans and objectives of management for future operations. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Quarterly Report on Form 10-Q, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. When the Company discusses its strategies or plans, the Company is making projections, forecasts or forward-looking statements. Such statements are based on the beliefs of, as well as assumptions made by and information currently available to, the Company’s management.
Forward-looking statements in this Quarterly Report on Form 10-Q may include, for example, statements about:
The Company cautions you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q. These forward-looking statements are only predictions based on the Company’s current expectations and projections about future events and are subject to a number of risks, uncertainties and assumptions, including those described in this Quarterly Report on Form 10-Q, in particular the risks described in Part II, Item 1A, “Risk Factors” of this Quarterly Report and in Part I, Item 1A, “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the
i
“SEC”) on March 19, 2026 (the “2025 Annual Report”) and the Company’s other filings with the SEC. It is not possible for the management of the Company to predict all risks, nor can the Company assess the impact of all factors on the Company’s business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements the Company may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Quarterly Report on Form 10-Q may not occur, and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements in this Quarterly Report on Form 10-Q.
The forward-looking statements included in this Quarterly Report on Form 10-Q are made only as of the date hereof. You should not rely upon forward-looking statements as predictions of future events. Although the Company believes that the expectations reflected in its forward-looking statements are reasonable, the Company cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. The Company does not undertake any obligation to update publicly any forward-looking statements for any reason after the date of this Quarterly Report on Form 10-Q to conform these statements to actual results or to changes in expectations, except as required by law. You should read this Quarterly Report on Form 10-Q and the documents that have been filed as exhibits hereto with the understanding that the actual future results, levels of activity, performance, events and circumstances of the Company may be materially different from what is expected.
ii
TABLE OF CONTENTS
PART I. FINANCIAL INFORMATION
Item 1.
Financial Statements (Unaudited)
1
Condensed Consolidated Balance Sheets as of June 30, 2026, and December 31, 2025
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three and Six Months ended June 30, 2026, and 2025
2
Condensed Consolidated Statements of Stockholders’ Equity for the Three and Six Months ended June 30, 2026, and 2025
3
Condensed Consolidated Statements of Cash Flows for the Six Months ended June 30, 2026, and 2025
5
Notes to Condensed Consolidated Financial Statements
6
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
21
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
29
Item 4.
Controls and Procedures
30
PART II. OTHER INFORMATION
Legal Proceedings
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
31
Defaults Upon Senior Securities
Mine Safety Disclosures
Item 5.
Other Information
Item 6.
Exhibits
32
Signatures
33
iii
Item 1. Financial Statements
TIGO ENERGY, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
(Unaudited)
June 30, 2026
December 31, 2025
ASSETS
Current assets
Cash and cash equivalents
$
16,914
7,670
Accounts receivable, net of allowance for credit losses of $1,807 and $356 at June 30, 2026, and December 31, 2025, respectively
13,584
13,895
Inventory
20,561
31,286
Prepaid expenses and other current assets
3,528
5,148
Total current assets
54,587
57,999
Property and equipment, net
2,639
2,652
Operating lease right of use assets
1,993
2,338
Intangible assets, net
1,516
1,652
Deferred tax assets
3,631
264
Other assets
1,285
923
Goodwill
12,209
Total assets
77,860
78,037
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable
11,262
29,196
Accrued expenses and other current liabilities
4,635
7,129
Deferred revenue, current portion
507
961
Warranty liability, current portion
640
626
Operating lease liabilities, current portion
897
856
Total current liabilities
17,941
38,768
Warranty liability, net of current portion
8,681
8,718
Deferred revenue, net of current portion
806
860
Operating lease liabilities, net of current portion
1,438
1,817
Borrowings under revolving credit facility
4,146
—
Other long-term liabilities
209
251
Total liabilities
33,221
50,414
Commitments and Contingencies (Note 8)
Stockholders’ equity
Common stock, $0.0001 par value: 150,000,000 shares authorized; 76,769,103 and 70,424,566 shares issued and outstanding at June 30, 2026, and December 31, 2025, respectively
7
Additional paid-in capital
184,614
168,022
Accumulated deficit
(139,982
)
(140,406
Total stockholders’ equity
44,639
27,623
Total liabilities and stockholders’ equity
See accompanying notes to condensed consolidated financial statements.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
Three Months Ended June 30,
Six Months Ended June 30,
2026
2025
Net revenue
25,406
24,055
50,603
42,894
Cost of revenue
15,410
13,292
29,813
24,958
Gross profit
9,996
10,763
20,790
17,936
Operating expenses:
Research and development
2,507
2,267
5,151
4,431
Sales and marketing
4,048
4,412
8,528
8,328
General and administrative
5,121
5,588
11,201
10,658
Total operating expenses
11,676
12,267
24,880
23,417
Loss from operations
(1,680
(1,504
(4,090
(5,481
Other expenses (income), net:
Interest expense
26
2,868
27
5,739
Gain on sale of intangible assets
(355
Other income, net
(331
(100
(828
(243
Total other (income) expenses, net
(660
2,768
(1,156
5,496
Loss before income tax expense
(1,020
(4,272
(2,934
(10,977
Income tax (benefit) expense
(3,194
158
(3,358
454
Net income (loss)
2,174
(4,430
424
(11,431
Other comprehensive income (loss):
Unrealized loss resulting from change in fair value of marketable securities
(3
(5
Total comprehensive income (loss)
(4,433
(11,436
Earnings (loss) per common share
Basic
0.03
(0.07
0.01
(0.18
Diluted
Weighted-average common shares outstanding
76,281,971
62,290,411
74,440,626
61,977,574
80,551,007
78,795,730
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands, except share data)
Common stock
Shares
Amount
Additionalpaid-incapital
Accumulateddeficit
Balance at December 31, 2025
70,424,566
Issuance of common stock upon exercise of stock options
235,359
103
Stock-based compensation expense
1,608
Issuance of common stock in connection with employee incentive restricted stock awards
6,200
Issuance of common stock in connection with employee incentive performance stock awards
432,851
Issuance of common stock in connection with registered direct offering, net of issuance costs
5,000,000
14,042
Shares withheld for taxes upon restricted and performance stock awards vesting
(176,819
(750
Shares withheld for taxes upon options exercised
(62,329
(30
Net loss
(1,750
Balance at March 31, 2026
75,859,828
182,995
(142,156
40,846
246,534
240
1,379
662,741
Balance at June 30, 2026
76,769,103
Accumulated other comprehensive (loss) gain
Balance at December 31, 2024
60,800,130
146,903
(138,526
8,385
2,334
1,576
127,500
Issuance of common stock in connection with at-the-market offering, net of offering costs
984,966
815
Shares withheld for taxes upon restricted stock awards vesting
(411
(2
(7,001
Balance at March 31, 2025
61,914,519
149,296
(145,527
3,775
160,019
95
2,300
554,938
2,243
(42
(2,929
Balance at June 30, 2025
62,628,790
151,646
(149,957
1,692
4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Cash flows from operating activities:
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Depreciation and amortization
681
642
Provision to write down inventories to net realizable value
125
98
Non-cash interest expense
39
4,470
Stock-based compensation
2,987
3,876
Change in allowance for credit losses
1,405
(125
Non-cash lease expense
410
508
Accretion of interest on marketable securities
(253
Loss on disposal of property and equipment
11
Payment of transaction costs related to sale of intangible assets
(2,395
Deferred income tax (benefit) expense
(3,367
(6
Changes in operating assets and liabilities:
Accounts receivable
(1,094
(2,294
10,600
2,972
Prepaid expenses and other assets
1,684
450
(17,966
6,149
Accrued expenses and other liabilities
(2,494
(538
Deferred revenue
(508
453
Warranty liability
(23
2,329
Operating lease liabilities
(403
(341
272
Net cash (used in) provided by operating activities
(10,292
7,242
Cash flows from investing activities:
Purchase of marketable securities
(19,025
Purchase of property and equipment
(500
Sales and maturities of marketable securities
9,625
Proceeds from sale of intangible assets
2,750
Net cash provided by (used in) investing activities
2,250
(9,643
Cash flows from financing activities:
Proceeds from exercise of stock options
343
97
Proceeds from issuance of common stock
14,250
773
Proceeds from borrowings under revolving credit facility
Payment of debt issuance costs
(465
Payment of registered direct offering costs
(208
Payment of tax withholdings on restricted and performance stock awards
Payment of tax withholdings on options exercised
Net cash provided by financing activities
17,286
867
Net increase (decrease) in cash and cash equivalents
9,244
(1,534
Cash and cash equivalents at beginning of period
11,746
Cash and cash equivalents at end of period
10,212
(in thousands)
Supplemental disclosure of cash flow information:
Cash paid for interest
17
1,267
Cash paid for income taxes, net
146
44
Supplemental schedule of non-cash investing and financing activities:
Operating lease right of use assets obtained in exchange for operating lease liabilities
65
1,633
Property and equipment in accounts payable
238
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Tigo Energy, Inc. and subsidiaries (together, the “Company”) consists of Tigo Energy, Inc. (“Tigo”), its wholly-owned direct and indirect subsidiaries: Tigo Energy MergeCo, Inc. (f/k/a Tigo Energy, Inc.) (“Legacy Tigo”), Tigo Energy Brasil Ltda., Tigo Energy Philippines Inc., Tigo Energy Israel Ltd., Tigo Energy AI Ltd. (f/k/a Foresight Energy, Ltd. (“fSight”)), Tigo Energy Italy SRL, Tigo Energy Equipment Trading (Suzhou) Co., Ltd. and Tigo Energy Australia Pty Ltd.
The Company provides solar and energy storage solutions, including module level power electronics (“MLPE”) designed to maximize the energy output of individual solar modules, delivering more energy, active management, and enhanced safety for utility, commercial, and residential solar arrays. By combining its MLPE and solar optimizer technology with intelligent, cloud-based software capabilities, the Company enables advanced energy monitoring, system diagnostics, and real-time control. These smart hardware and software solutions enhance system performance, lower operating costs, and ensure compliance with safety regulations, including rapid shutdown requirements. In addition to MLPE, the Company develops and manufactures inverters and battery energy storage systems for the residential solar-plus storage market, further expanding its suite of solutions for efficient and reliable energy management. The Company is headquartered in Los Gatos, California, with offices in Europe, Asia, and the Middle East.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) promulgated by the Financial Accounting Standards Board (“FASB”). The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
The Company has determined the functional currency of the subsidiaries to be the U.S. dollar. The Company remeasures monetary assets and liabilities of its foreign operations at exchange rates in effect at the balance sheet date and nonmonetary assets and liabilities at their historical exchange rates. Income and expenses are remeasured at the weighted-average exchange rates during the relevant reporting period. These remeasurement gains and losses are recorded in other income, net in the condensed consolidated statements of operations and comprehensive income (loss) and were not material for the three and six months ended June 30, 2026, and 2025.
In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all normal and recurring adjustments (which consist primarily of accruals, estimates and assumptions that impact the unaudited condensed consolidated financial statements) considered necessary to present fairly Tigo’s condensed consolidated balance sheet as of June 30, 2026 and its condensed consolidated statements of operations and comprehensive income (loss) and stockholders’ equity for the three and six months ended June 30, 2026, and 2025, and its condensed consolidated statements of cash flows for the six months ended June 30, 2026, and 2025. Operating results for the three and six months ended June 30, 2026, are not necessarily indicative of the results that may be expected for the full year ending December 31, 2026. The unaudited condensed consolidated financial statements, presented herein, do not contain all of the required disclosures under GAAP for annual consolidated financial statements. The condensed consolidated balance sheet as of December 31, 2025, has been derived from the audited consolidated balance sheet as of that date. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in our 2025 Annual Report.
Reclassification of Prior Period Presentation
To conform with current period presentation, $0.3 million of other assets have been reclassified to deferred tax assets on our condensed consolidated balance sheet as of December 31, 2025. Additionally, a de minimis amount of prepaid expenses and other assets has been reclassified to deferred income tax (benefit) expense within operating activities on our condensed consolidated statement of cash flows for the six months ended June 30, 2025. These changes in presentation do not affect previously reported results.
Notes to Condensed Consolidated Financial Statements (Unaudited)
The Company’s significant accounting policies are described in Note 2 to its audited consolidated financial statements for the year ended December 31, 2025, which are included in the Company’s 2025 Annual Report.
Emerging Growth Company Status
The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (JOBS Act). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.
Use of Estimates
The preparation of the condensed consolidated financial statements, in conformity with GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Key estimates in the condensed consolidated financial statements include revenue recognition, allowance for credit losses, inventory valuation, impairment of long-lived assets, fair value of acquired intangible assets and goodwill, useful lives of acquired intangible assets and property and equipment, product warranty liabilities, incremental borrowing rate for operating leases right of use assets and liabilities, valuation allowance on deferred tax assets, assessment of probability of vesting of performance-based equity awards and stock-based compensation. These estimates are based on information available as of the date of the financial statements; therefore, actual results could differ materially from those estimates due to risks and uncertainties.
Segment Information
Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker (“CODM”), or decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s CODM is the Chief Executive Officer (the “CEO”). The Company has one business activity — the design, development and sale of solar energy optimization solutions. There are no segment managers who are held accountable for operations, operating results or plans for levels or components below the consolidated unit level. Accordingly, management has determined that the Company has a single operating and reportable segment. The CODM assesses performance for the Company, monitors budget versus actual results and determines how to allocate resources based on consolidated net loss as reported in the condensed consolidated statements of operations and comprehensive income (loss). There are no other significant expense categories regularly provided to the CODM that are not already included in the primary financial statements herein.
Customer Concentration
For the three months ended June 30, 2026, Customer A, accounted for 11.6% of total net revenue. No other customer accounted for 10% or more of total net revenue for the three months ended June 30, 2026. For the six months ended June 30, 2026, no customer accounted for 10% or more of total net revenue.
At times, a portion of the Company’s accounts receivable are due from customers whose individual balances represent 10% or more of total accounts receivable. Customers accounting for 10% or more of total accounts receivable were as follows:
As of June 30, 2026
Customer A
11.3
%
Customer B
11.0
Recently Adopted Accounting Pronouncements
In July 2025, the FASB issued ASU No. 2025-05 — Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which added a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset when estimating expected credit losses for current accounts receivable
and current contract assets. The guidance is effective for annual periods beginning after December 15, 2025. The Company adopted this ASU on the effective date and there was not a material impact on the Company’s financial statements.
Recently issued accounting pronouncements not yet adopted
In November 2024, the FASB issued ASU 2024-03, “Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (“Subtopic 220-40”): Disaggregation of Income (Loss) Statement Expenses” (“ASU 2024-03”). ASU 2024-03 requires disaggregation of certain costs and expenses included in each relevant expense caption on the Company’s condensed consolidated statements of operations and comprehensive income (loss) in a separate note to the financial statements at each interim and annual reporting period, including amounts of purchases of inventory, employee compensation, depreciation, and intangible asset amortization. ASU 2024-03 is effective fiscal years beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.
In September 2025, the FASB issued ASU No. 2025-06—Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which removed the language around project stages that was used to assess when costs could be capitalized for an internal-use software. The update also requires internal-use software to be disclosed under the ASC 360 Property, Plant, and Equipment guidance. The guidance is effective for annual periods beginning after December 15, 2027. The Company is currently evaluating the impact of adopting ASU 2025-06.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies the guidance in Topic 270 to improve the consistency of interim financial reporting. The ASU provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have had a material impact on the entity. ASU 2025-11 is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2025-11.
Basic earnings (loss) per share of common stock is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period, without consideration for potentially dilutive shares of common stock.
Diluted earnings per common share considers the potential dilution that could occur if outstanding securities were exercised or settled in shares. Dilutive securities that may impact diluted income per share include shares underlying outstanding stock options, restricted stock units, and performance stock units granted to employees and non-employees (see Note 10). Dilutive securities related to common shares underlying outstanding stock options, restricted stock units, and performance stock units are included in the calculation of diluted earnings per share using the treasury stock method. Common shares underlying the Company's former Convertible Promissory Notes, as defined below (see Note 7), which were outstanding during the three and six months ended June 30, 2025, and were extinguished in December 2025, would have been included in the calculation of diluted earnings per share using the if-converted method to the extent dilutive.
For periods in which the Company reports net income, diluted earnings per share reflects the dilutive effect of outstanding stock options, restricted stock units, and performance stock units to the extent such securities are dilutive, as determined using the treasury stock method. For periods in which the Company reports a net loss, diluted loss per share is the same as basic loss per share, as the effect of potentially dilutive securities would have been antidilutive.
8
The following table sets forth the computation of basic and diluted net earnings (loss) per share of common stock:
(in thousands, except share and per share data)
Basic earnings (loss) per common share calculation:
Weighted-average shares of common stock outstanding – basic
Earnings (loss) per share of common stock - basic
Diluted earnings (loss) per common share calculation:
Outstanding options, restricted stock units and performance stock units
4,269,036
4,355,104
Weighted-average shares of common stock – diluted
Earnings (loss) per share of common stock – diluted
The Company excluded the effect of the below elements from our calculation of diluted income (loss) per share, as their inclusion would have been anti-dilutive. These amounts represent the number of instruments outstanding at the end of the period.
As of June 30,
Outstanding stock options and restricted stock units
325,935
4,501,506
Convertible promissory note
5,305,861
9,807,367
The unvested performance stock units outstanding as of June 30, 2026, and 2025, are excluded from our calculation of diluted earnings (loss) per share as they are subject to performance conditions that were not achieved as of the end of each period.
9
Fair Value Measurements
The Company measures its financial assets and liabilities at fair value on a recurring basis using a hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. Authoritative guidance establishes three levels of the fair value hierarchy as follows:
Level 1:
Quoted market prices in active markets for identical assets or liabilities;
Level 2:
Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and
Level 3:
Fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
The following fair value hierarchy table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis:
Fair value measurement atreporting date using
(Level 1)
(Level 2)
(Level 3)
Assets:
Cash equivalents:
Money market accounts
128
126
During the three and six months ended June 30, 2026, there were no transfers between Level 1, Level 2 and Level 3.
Geographic Net Revenue
The Company sells its products in the Americas (North and South America), EMEA (Europe, Middle East, and Africa), and APAC (Asia-Pacific) regions.
The following table summarizes net revenue by major geographic region:
EMEA(1)
18,566
18,259
36,088
29,811
Americas(2)
4,280
4,595
9,554
9,314
APAC
2,560
1,201
4,961
3,769
Total net revenue
10
Deferred Revenue
Deferred revenue or contract liabilities consists of payments received from customers in advance of revenue recognition for the Company’s products and services. The current portion of deferred revenue represents the unearned revenue that will be earned within 12 months of the balance sheet date. Correspondingly, noncurrent deferred revenue represents the unearned revenue that will be earned after 12 months from the balance sheet date.
The following table summarizes the changes in deferred revenue:
Balance at the beginning of the period
1,344
1,378
1,821
1,169
Deferral of revenue
1,959
5,108
4,016
8,909
Recognition of unearned revenue
(1,990
(4,864
(4,524
(8,456
Balance at the end of the period
1,313
1,622
As of June 30, 2026, the Company expects to recognize $1.3 million from remaining performance obligations over a weighted average term of 3.9 years. The Company recognized approximately $0.2 million and $0.8 million in revenue that was included in the beginning contract liabilities balance during the three and six months ended June 30, 2026, respectively. The Company recognized approximately $0.3 million and $0.6 million in revenue that was included in the beginning contract liabilities balance during the three and six months ended June 30, 2025, respectively.
Product Warranty
The Company estimates the cost of its warranty obligations based on several key estimates: the warranty period (which vary from 5 to 25 years depending on the product), its historical experience of known product failure rates, use of materials to repair or replace defective products and parts, and service delivery costs incurred in correcting product failures. In addition, from time to time, specific warranty accruals may be made if unforeseen technical problems arise. Should the actual experience relative to these factors differ from the estimates, the Company may be required to record additional warranty reserves. Product warranty costs are recorded as expense to cost of revenue based on customer history, historical information and current trends.
The following table summarizes the changes in product warranty liability:
9,579
7,324
9,344
5,798
Provision for warranty issued during period
422
986
821
1,349
Changes in estimate
(582
(40
(635
1,240
Settlements
(98
(143
(209
(260
9,321
8,127
Selected financial data as of the dates presented below is as follows (in thousands, except useful life data):
Inventory, net
June 30,2026
December 31,2025
Raw materials
83
186
Finished goods
20,478
31,100
The inventory reserve was $7.8 million and $14.3 million as of June 30, 2026, and December 31, 2025, respectively.
Estimated Useful Life
Machinery and equipment
7 - 25 years
7,104
6,643
Vehicles
5 years
Computer software
212
Computer equipment
664
656
Furniture and fixtures
226
222
Leasehold improvements
3 - 6 years
552
357
Construction in progress
140
8,810
8,261
Less: Accumulated depreciation
6,171
5,609
For the three and six months ended June 30, 2026, the Company recorded depreciation expense of $0.2 million and $0.5 million, respectively. For the three and six months ended June 30, 2025, the Company recorded depreciation expense of $0.2 million and $0.5 million, respectively. Depreciation expense is recorded in the condensed consolidated statements of operations and comprehensive income (loss).
Accrued vacation
1,097
980
Accrued compensation
1,245
3,808
Accrued other and other current liabilities(1)
2,293
2,341
Allowance for credit losses, beginning balance
356
2,239
Provision for credit losses
1,451
236
Write-offs, net of recoveries
(2,119
Allowance for credit losses, ending balance
1,807
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Long-lived assets by Geographic Region
The following table presents the Company’s long-lived assets, which consist of tangible property and equipment, net of depreciation, and operating ROU assets, by geographic region (in thousands):
Long-lived assets
976
1,151
2,163
2,247
APAC(3)
1,493
1,592
Total long-lived assets
4,632
4,990
Revolving Credit Facility
On March 31, 2026, the Company entered into a revolving credit facility (the “Credit Facility”) with Wells Fargo Bank, National Association, as lender, pursuant to which the Company may borrow up to $10.0 million, subject to a borrowing base. Tigo Energy MergeCo, Inc., a wholly owned subsidiary of the Company, is the guarantor of the Company’s obligations under the Credit Facility. The Credit Facility matures on March 31, 2029. As of June 30, 2026, the Company had $4.1 million outstanding under the Credit Facility, which is classified as long-term debt on the condensed consolidated balance sheet.
Borrowings under the Credit Facility bear interest at a rate equal to the secured overnight financing rate, as administered by the Federal Reserve Bank of New York, plus an applicable margin of 1.75% to 2.00%, based on monthly average excess availability. The interest rate for the Credit Facility as of June 30, 2026 was 5.4%. Available borrowings under the Credit Facility may not exceed the borrowing base, which is determined based on specified percentages of eligible accounts receivable and eligible inventory, in each case subject to customary reserves, eligibility criteria and other adjustments. The occurrence of an event of default under the Credit Facility could result in the termination of the commitments under the Credit Facility and the acceleration of all outstanding borrowings under the Credit Facility. The terms of the Credit Facility require the Company to maintain a minimum level of liquidity at all times, which is tested on a monthly basis. As of June 30, 2026, the Company was in compliance with all applicable covenants under the Credit Facility.
In connection with entering into the Credit Facility, the Company incurred debt issuance costs of $0.5 million. As the Credit Facility is a revolving-debt arrangement, these costs are presented as an asset within other assets on the condensed consolidated balance sheets, rather than as a direct deduction from the carrying amount of the outstanding borrowings. The deferred costs are amortized on a straight-line basis to interest expense over the term of the Credit Facility, regardless of the amount of borrowings outstanding. As of June 30, 2026, unamortized debt issuance costs of $0.4 million were included in other assets in the condensed consolidated balance sheets.
Convertible Promissory Notes and Debt Extinguishment
On January 9, 2023, the Company entered into a convertible promissory note purchase agreement (“Note Purchase Agreement”) with L1 Energy Capital Management S.a.r.l in exchange for cash of $50.0 million (“Convertible Promissory Notes”). Outstanding borrowings under the Convertible Promissory Notes bear interest at a rate of 5.00% per year. The principal amount was due at the maturity date of January 9, 2026, and interest is payable semiannually beginning in July 2023.
On December 17, 2025, the Company extinguished the Convertible Promissory Notes by paying $51.3 million in cash which included principal, accrued interest and fees associated with the extinguishment. The reacquisition price of the debt was higher than the related carrying value at the extinguishment date, therefore resulting in a loss on extinguishment of Convertible Promissory Notes of $1.1 million in the fourth quarter of 2025.
The Company had no outstanding debt as of December 31, 2025.
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Employment Agreements
The Company entered into employment agreements with key personnel providing compensation and severance in certain circumstances, as defined in the respective employment agreements.
Legal
The Company is subject to legal proceedings and claims that have arisen in the normal course of business and that have not been fully resolved. Some litigation or legal disputes may not be covered by insurance. While the Company intends to vigorously defend itself with respect to such disputes, any potential outcomes resulting from such claims would be inherently difficult to quantify. The Company makes a provision for a liability relating to legal matters when it is both probable that a liability has been incurred, and the amount of the loss can be reasonably estimated. During the three and six months ended June 30, 2026, and 2025, the Company did not record a material loss with respect to any legal claims or other legal matters arising in the normal course of business.
Indemnification Agreements
From time to time, in its normal course of business, the Company may indemnify other parties with which it enters into contractual relationships, including customers, lessors and parties to other transactions with the Company. The Company may agree to hold other parties harmless against specific losses, such as those that could arise from third-party claims or a breach of representation or covenant. It may not be possible to determine the maximum potential amount of liability under such indemnification agreements due to the unique facts and circumstances that are likely to be involved in each particular claim and indemnification provision. In addition, we believe the likelihood is remote that payments under any indemnification agreements described above will have a material effect on the Company’s condensed consolidated financial statements.
The Company has also indemnified its Directors and Executive Officers, to the extent legally permissible, against all liabilities reasonably incurred in connection with any action in which such individual may be involved by reason of such individual being or having been a Director or Executive Officer.
The Company believes the current estimated fair value of any obligation from these indemnification agreements is minimal; therefore, these condensed consolidated financial statements do not include a liability for potential indemnification-related obligations at June 30, 2026.
Common and Preferred Stock
The Company is authorized to issue 150,000,000 shares of Common Stock. Each share of Common Stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders.
The Company is authorized to issue 10,000,000 shares of Preferred Stock. As of June 30, 2026, there was no Preferred Stock outstanding.
Common Stock Reserved for Future Issuance
Shares of Common Stock reserved for future issuance were as follows:
Stock options issued and outstanding
4,143,292
Restricted stock units and performance stock units unvested and outstanding
4,150,742
Shares available for grant under 2023 Equity Incentive Plan
2,932,934
11,226,968
Registered Direct Offering
In February 2026, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors, pursuant to which the Company issued and sold, in a registered direct offering, an aggregate of 5,000,000 shares
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of our common stock at a purchase price of $3.00 per share, for aggregate gross proceeds of $15.0 million (the “Registered Direct Offering”). Craig-Hallum Capital Group LLC acted as placement agent for the Registered Direct Offering. Under the terms of the engagement, we agreed to pay the placement agent a cash fee equal to 4.5% of the gross proceeds from the Registered Direct Offering and to reimburse certain legal and other expenses. Net proceeds from the Registered Direct Offering were $14.0 million after deducting the placement agent fee and other expenses related to the Registered Direct Offering. A portion of the placement agent fees was withheld from the gross proceeds at closing, with the remaining offering costs paid separately by the Company.
At-The-Market Offering Program
In November 2024, the Company entered into an At-The-Market Offering Agreement (the “ATM Agreement”) with Craig-Hallum Capital Group LLC (the “Sales Agent”), allowing for the sale of common stock with an aggregate gross offering price of up to $14.2 million (the “2024 ATM Program”). Under the ATM Agreement, the Sales Agent sold shares in an “at-the-market” offering under Rule 415(a)(4) of the Securities Act, including sales on Nasdaq or other trading markets, to or through market makers, directly to the Sales Agent as principal, or in negotiated transactions at prevailing market prices. Sales under the 2024 ATM Program were subject to a maximum commission of up to 3.0% of the gross proceeds per share sold through the Sales Agent.
Under the 2024 ATM Program, the Company sold 8,325,504 shares of our common stock for gross proceeds of $14.2 million and net proceeds of $13.8 million, after deducting Sales Agent commissions and other expenses related to the 2024 ATM Program. As of October 2025, the 2024 ATM Program was fully utilized, and there are no additional shares available for issuance under the program. During the three months ended June 30, 2025, the Company sold 2,243 shares under the 2024 ATM Program and recognized a de minimis amount of gross and net proceeds. During the six months ended June 30, 2025, the Company sold 987,209 shares under the 2024 ATM Program for gross proceeds of $1.1 million and net proceeds of $1.0 million, after deducting Sales Agent commissions and other expenses.
The Company adopted the 2008 Stock Plan (“2008 Plan”) under which it may issue stock options to purchase shares of common stock, and award restricted stock and stock appreciation rights to employees, Directors and consultants. The 2008 Plan expired in March 2018 and all award issuance therefore ceased. Options generally vest over a four-year period with a one-year cliff. The option term is no longer than five years for incentive stock options for which the grantee owns greater than 10% of the Company’s capital stock and no longer than 10 years for all other options. The Company has a repurchase option on unvested restricted stock exercisable upon the voluntary or involuntary termination of the purchaser’s employment with the Company for any reason. The Company’s repurchase right lapses in accordance with the vesting terms. Options outstanding under the 2008 Plan will remain outstanding until they are exercised, canceled or expired.
In May 2018, the Company adopted the 2018 Stock Plan (“2018 Plan”) under which the Company may issue stock options to purchase shares of common stock, and award restricted stock and stock appreciation rights to employees, Directors and consultants.
Under the 2018 Plan, the Board of Directors may grant incentive stock options or non-qualified stock options. Incentive stock options may only be granted to Company employees. The 2018 Plan expired in May 2023 and all award issuance therefore ceased. The exercise price of incentive stock options and non-qualified stock options cannot be less than 100% of the fair value per share of the Company’s common stock on the grant date. If an individual owns more than 10% of the Company’s outstanding capital stock, the price of each share incentive stock option will be at least 110% of the fair value. Fair value was determined by the Board of Directors. Options generally vest over a four-year period with a one-year cliff. The option term is no longer than five years for incentive stock options for which the grantee owns greater than 10% of the Company’s capital stock and no longer than 10 years for all other options. The Company has a repurchase option on unvested restricted stock exercisable upon the voluntary or involuntary termination of the purchaser’s employment with the Company for any reason. The Company’s repurchase right lapses in accordance with the vesting terms. Options outstanding under the 2018 Plan will remain outstanding until they are exercised, canceled or expire.
In May 2023, the Company adopted the 2023 Equity Incentive Plan (“2023 Plan”) under which the Company may issue stock options to purchase shares of common stock, award restricted stock, restricted stock units (“RSU”), performance stock units (“PSUs”), dividend equivalents, stock appreciation rights, and other stock-based or cash-based awards to employees, Directors and consultants.
Stock options granted to newly hired employees generally vest over a four-year period, following the date of grant, with 25% vesting on the first anniversary of the grant date and the remaining vesting in equal monthly installments thereafter, and grants of additional stock options to employees generally vest in equal monthly installments over a four-year period with no cliff vesting. The
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RSUs generally vest over a three-year period, following the date of grant, with a third of the award vesting on each year on the annual anniversary of the grant date.
Collectively, the 2008 Stock Plan, 2018 Stock Plan and the 2023 Equity Incentive Plan are referred to as “the Plans”.
The Company measures stock-based awards at their grant-date fair value and records compensation expense on a straight-line basis over the vesting period of the awards. The Company also measures the PSU awards at their grant-date fair value and assumes that performance goals will be achieved. If the performance goals are not met, no compensation expense is recognized and any recognized compensation expense is reversed. The Company recorded stock-based compensation expense in the following expense categories in its accompanying condensed consolidated statements of operations and comprehensive income (loss):
Cost of sales
22
18
49
144
136
326
442
458
801
995
1,204
755
1,345
1,617
2,191
Total stock-based compensation
Stock Options
The following table summarizes stock option activity for the Plans for the six months ended June 30, 2026:
Numberofshares
Weightedaverageexercise priceper share
Weightedaverageremainingcontractualterm (years)
Aggregate intrinsic value (in 000’s)
Outstanding at December 31, 2025
4,707,635
1.58
6.61
Exercised
(481,893
0.93
Forfeited/expired
(82,450
2.06
Outstanding at June 30, 2026
1.65
6.58
3,667
Vested and expected to vest at June 30, 2026
Exercisable at June 30, 2026
2,847,531
1.69
5.85
2,606
As of June 30, 2026, the total unrecognized compensation expense related to unvested stock option awards was $2.7 million, which the Company expects to recognize over a weighted-average period of 1.9 years. There were no options granted during the three and six months ended June 30, 2026.
The fair value of options is estimated using the Black-Scholes option pricing model, which takes into account inputs such as the exercise price, the value of the underlying common stock at the grant date, expected term, expected volatility, risk-free interest rate and dividend yield. The fair value of each grant of options was determined using the methods and assumptions discussed below.
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Restricted Stock Units
The following table summarizes RSU activity for the Plans for the six months ended June 30, 2026:
Weightedaveragegrant date fair value per share
Unvested at December 31, 2025
3,530,813
2.08
Granted
255,310
3.89
Vested
(668,941
1.03
(139,805
2.53
Unvested at June 30, 2026
2,977,377
2.45
As of June 30, 2026, the total unrecognized compensation expense related to unvested RSUs was $3.9 million, which the Company expects to recognize over a weighted-average period of 1.7 years.
Performance Stock Units
The PSUs vest over a three-year period, which began on January 1, 2025, with one-third of the award eligible to vest at the end of each fiscal year through December 31, 2027, based on the Company’s level of achievement of certain performance-based criteria tied to annual net revenue and adjusted EBITDA targets. The number of shares may be increased or decreased based on the results of these measurement targets ranging between 0% and 200% in accordance with the terms established at the date of grant. The PSUs were valued using the market value of the Company’s Common Stock at the closing market price on the grant date.
The following table summarizes PSU activity for the Plans for the six months ended June 30, 2026:
1,760,048
Adjustment to conform prior period presentation to target units(1)
(586,683
Vested(2)
(432,851
Forfeited
(153,832
586,682
As of June 30, 2026, the total unrecognized compensation expense related to PSUs that were deemed probable to vest at the end of their respective performance period was $0.2 million, which the Company expects to recognize over a weighted-average period of 1.5 years.
As a lessee, the Company currently leases office space and vehicles in the United States, Italy, Israel, China, Philippines and Thailand. All of the Company’s leases are classified as operating leases. The Company has no leases classified as finance or sales-type leases. For leases with terms greater than 12 months, the Company records the related assets and obligations at the present value of lease
payments over the term. Many of the Company’s leases include rental escalation clauses, renewal options and/or termination options that are factored into the Company’s determination of lease payments.
When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of its leases do not provide a readily determinable implicit rate. Therefore, the Company must estimate its incremental borrowing rate to discount the lease payments based on information available at lease commencement. The majority of the Company’s leases have remaining lease terms of one to five years, some of which include options to extend the leases for up to eight years, and some of which include options to terminate the leases within one year.
The components of lease expense are as follows:
Operating lease costs
270
195
531
512
Variable lease costs
55
135
258
Total lease cost
325
330
634
770
Other information related to leases was as follows:
Supplemental Cash Flows Information (in thousands)
Cash paid for amounts included in the measurement of lease liabilities
536
499
Weighted-average remaining lease term (years)
2.6
3.0
Weighted-average discount rate
6.7
6.6
Future maturities of lease liabilities were as follows as of June 30, 2026:
Operating Leases
Remainder of 2026
527
2027
969
2028
690
2029
393
2030
Thereafter
Total future minimum lease payments
2,579
Less: imputed interest
244
Present value of lease liabilities
2,335
As of June 30, 2026, and December 31, 2025, the Company had a goodwill balance of $12.2 million. The goodwill balance is related to the acquisition of Tigo Energy AI Ltd (f/k/a Foresight Energy, Ltd. (“fSight”)).
The Company’s intangible assets by major asset class are as follows:
(in thousands, except for useful life amounts)
Weighted Average Useful Life (Years)
Gross
Accumulated Amortization
Net Book Value
Amortizing:
Patents
(244
206
Customer relationships
10.0
170
(58
112
Developed technology
1,820
(622
1,198
Total intangible assets
2,440
(924
242
(50
120
(530
1,290
(788
The Company recognized amortization expense related to intangible assets of $0.1 million and $0.1 million for the three and six months ended June 30, 2026, respectively. The Company recognized amortization expense related to intangible assets of $0.1 million and $0.1 million for the three and six months ended June 30, 2025, respectively.
Amortization expense related to intangible assets at June 30, 2026, in each of the next five years and beyond is expected to be incurred as follows:
262
260
227
202
430
As of each reporting date, management considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets. As of June 30, 2026, the Company determined there is sufficient positive evidence that it is more likely than not that the net deferred tax assets of Tigo Energy AI Ltd., an Israeli subsidiary, will be realized, and accordingly released the full valuation allowance previously recorded against those assets. Accordingly, in the three months ended June 30, 2026, the Company recorded a discrete tax benefit and valuation allowance release of $3.3 million on the basis of management's reassessment of the amount of its deferred tax assets that are more likely than not to be realized. This release was driven by a change to the Company's intercompany operating model during the period, under which the relevant foreign subsidiary's transfer pricing arrangement was converted to a cost-plus structure that guarantees the subsidiary a consistent operating margin, and therefore consistent future taxable income, regardless of the Company's consolidated results.
The Company recorded a tax benefit for the three and six months ended June 30, 2026, of $3.2 million and $3.4 million, respectively, primarily related to the release of valuation allowance, mentioned above.
The Company recorded a discrete tax expense for the three and six months ended June 30, 2025, of $0.2 million and $0.5 million, respectively. The discrete tax expense recorded during the three and six months ended June 30, 2025, contained a $0.3 million an estimated settlement of a foreign tax examination. During the six months ended June 30, 2025, the Italian tax authority initiated a tax examination of the Company’s Italian operations. As of June 30, 2025, the tax examination was closed and the settlement liability was approximately $0.3 million.
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The Company’s effective tax rates for the three and six months ended June 30, 2026, and 2025 differ from the federal statutory rate of 21% principally as a result of the above-mentioned release of valuation allowance in the three and six months ended June 30, 2026, compared with the valuation allowances maintained against the Company’s deferred tax assets in the three and six months ended June 30, 2025.
On December 16, 2025 (the “Initial Closing date”), the Company entered into a patent purchase agreement with Tigo Energy Innovations LLC (the “Purchaser”), an unaffiliated third party, pursuant to which the Company sold certain patents (the “Assigned Patents”). In connection with the transaction, the Company received a non-exclusive grant-back license to practice the Assigned Patents in connection with the Company’s products.
The consideration consisted of $15.0 million which was paid upon the Initial Closing date of the patent purchase agreement. An additional holdback was payable after the initial closing, which was contingent on the Company satisfying certain conditions. On May 14, 2026, the Company satisfied the conditions specified in the patent purchase agreement and received a payment of $2.8 million. Net proceeds to the Company from the holdback payment were $0.4 million, net of transaction costs.
The Company accounted for the sale of the Assigned Patents as sale of non-financial assets under ASC Topic 610-20, “Other Income — Gains and Losses from the Derecognition of Nonfinancial Assets” (“ASC Topic 610-20”). The patents transferred under the patent purchase agreement were not recognized as separate intangible assets as the Company retains perpetual, royalty-free, non-exclusive rights to continue using the underlying technology. As a result, no intangible assets were derecognized, and the Company’s Developed Technology and Patent intangible assets will continue to be amortized over their originally established useful lives. At the Initial Closing, the Company recognized a gain of $14.6 million, which is the consideration paid at the Initial Closing date, net of transaction costs. The Company recognized a gain of $0.4 million during the three and six months ended June 30, 2026, in connection with receipt of this holdback payment, which is included in gain on sale of intangible assets in the condensed consolidated statements of operations and comprehensive income (loss).
Additionally, seller-retained royalties under the patent purchase agreement, which entitle the Company to receive up to $5.0 million of future license proceeds, represent contingent income and will be recognized in other income, net in the condensed consolidated statements of operations and comprehensive income (loss) only when realized. As of June 30, 2026, the Company has collected $0.7 million in seller-retained royalties.
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed consolidated financial statements were issued. Based upon this review the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed consolidated financial statements.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with our condensed consolidated financial statements and the related notes that appear elsewhere in this Quarterly Report on Form 10-Q, and the audited consolidated financial statements and notes thereto included in our 2025 Annual Report. In addition to historical data, this discussion contains forward-looking statements about our business, results of operations, cash flows, financial condition and prospects based on current expectations that involve risks, uncertainties and assumptions. Our actual results could differ materially from such forward-looking statements. Factors that could cause or contribute to those differences include, but are not limited to, those identified below and those discussed in the sections titled “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this Quarterly Report on Form 10-Q, including those set forth in Part II, Item 1A, “Risk Factors” in this Quarterly Report on Form 10-Q and in Part I, Item 1A, “Risk Factors” in the 2025 Annual Report. Additionally, our historical results are not necessarily indicative of the results that may be expected for any period in the future.
Overview
Our mission is to deliver smart systems solutions, combining hardware and software, which enhance safety, increase energy yield, and lower operating costs of residential, commercial, and utility-scale solar systems. We believe we are a worldwide leader in the development and delivery of products and solutions that are flexible and dependable, increase the energy generation of solar energy systems and address the need for change. We primarily offer products and services through distributors and solar installers. We have a worldwide footprint with product installations in over 100 countries and on all seven continents.
Registered Direct Offering. On February 24, 2026, we completed a registered direct offering (“Registered Direct Offering”) of 5,000,000 shares of our common stock to certain institutional investors for gross proceeds of $15.0 million. After deducting the placement agent fee and other offering expenses, net proceeds were approximately $14.0 million. For more information, see Note 9, “Common and Preferred Stock” of the notes to condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Revolving Credit Facility. On March 31, 2026, we entered into a revolving credit facility (“Credit Facility”) with Wells Fargo Bank, National Association that provides for up to $10.0 million of borrowing capacity, subject to a borrowing base based on eligible accounts receivable and eligible inventory. The Credit Facility matures on March 31, 2029. As of June 30, 2026, $4.1 million was outstanding under the Credit Facility, and we were in compliance with all applicable covenants. For more information, see Note 7, “Debt” of the notes to condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Key Factors that May Influence Future Results of Operations
Our financial results of operations may not be comparable from period to period due to several factors. Key factors affecting our results of operations are summarized below.
Patent Sale. As disclosed in the Company’s 2025 Annual Report, on December 16, 2025, we entered into a patent purchase agreement involving the sale of certain patent rights. We received $15.0 million at the initial closing. On May 14, 2026, we satisfied the specified conditions required to release the holdback payment and received additional consideration of $2.8 million, for total consideration received under the patent purchase agreement of $17.8 million. Net proceeds from the holdback payment were approximately $0.4 million after the repayment of expenses. We recognized a gain of approximately $0.4 million during the three and six months ended June 30, 2026. Additionally, seller-retained royalties under the patent purchase agreement, which entitle us to receive up to $5.0 million of future license proceeds, represent contingent income and will be recognized in other income, net when and if earned. As of June 30, 2026, we have collected $0.7 million in seller-retained royalties. For more information, see Note 14, “Patent Sale” of the notes to condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Trade Tariffs. It is uncertain what impact new or existing tariffs, trade restrictions, or retaliatory actions may have on us, the solar industry, and our customers. U.S. net revenue represented 17.8% of our total net revenue for the six months ended June 30, 2026. Substantially all of our MLPE products, which represented 71.6% of U.S. net revenues during the six months ended June 30, 2026, were manufactured in Thailand. Our GO Energy Storage Systems (“GO ESS”) products represented 27.6% of of U.S. net revenues during the six months ended June 30, 2026. Beginning in October 2025, we transitioned production of our GO ESS products for the U.S. market from China to Vietnam. As of June 30, 2026, we were subject to tariffs on all products imported into the United States from the countries in which we manufacture our products. During the three months ended June 30, 2026, we incurred $0.8 million in tariff-related costs, compared to $0.2 million during the same period in 2025. During the six months ended June 30, 2026, we incurred $1.5 million in tariff-related costs, compared to $0.3 million during the same period in 2025.
While we are actively evaluating alternative sourcing strategies, the global supply chain for key hardware components necessary to manufacture our products remains concentrated in regions affected by these trade measures, and identifying qualified suppliers outside of these regions with sufficient capacity and technical expertise remains challenging.
Any escalation in trade tensions, new or expanded tariffs, or broader geopolitical instability could impact our sourcing flexibility, product pricing, cost structure, and/or customer demand for our product lines. These factors, combined with potential economic softening, could lead to elevated inventory levels and reduced leverage in supplier pricing negotiations. Any of these outcomes could negatively affect our operations, financial performance, and cash flows.
Managing Supply Chain. We rely on contract manufacturers and suppliers to produce our components, with a significant portion of our supply chain originating in Thailand and China. In October 2025, the Company began manufacturing a mix of its GO ESS products in Vietnam. Our ability to grow depends, in part, on the ability of our contract manufacturers and suppliers to provide high quality services and deliver components and finished products on time and at reasonable costs. While we have diversified our supply chain, some of our suppliers and contract manufacturers are sole-source suppliers. Our concentration of suppliers could lead to supply shortages, long lead times for components and supply changes. In the event we are unable to mitigate the impact of delays and/or price increases in raw materials, electronic components and freight, as a result of new or existing tariffs, trade restrictions, retaliatory actions, or otherwise, it could delay the manufacturing and delivery of our products, which would adversely impact our cash flows and results of operations, including revenue and gross margin. In addition, in a slowing economic environment in the U.S. and worldwide, our inventory levels may continue to increase due to existing purchase commitments and our ability to negotiate volume pricing discounts may be impaired.
One Big Beautiful Bill Act of 2025. In July 2025, the One Big Beautiful Bill Act of 2025 (the “OBBB”) was enacted and implemented material changes to certain federal clean energy tax credit programs that are important to our business and could affect our financial condition, results of operations, and future prospects. Among other changes, the OBBB reduced the Investment Tax Credit (the “ITC”) under Section 25D of the Internal Revenue Code of 1986, as amended (the “Code”), for residential solar and storage systems purchased through cash or loans. Under the OBBB, the Section 25D credit expired on December 31, 2025.
The OBBB also established new timing requirements for eligibility under Section 48E of the Code, which governs ITCs for leased solar and storage systems. In particular, solar-only projects that do not commence construction within 12 months of the OBBB’s enactment must be placed in service by December 31, 2027, to remain eligible for the credit. Energy storage projects are not subject to this placed-in-service deadline; however, the ITC for storage systems is scheduled to begin phasing down in 2034, decreasing to 75% in 2034 and 50% in 2035, and phasing out entirely by 2036.
In addition, the OBBB amended the domestic content bonus credit requirements for Section 48E projects. Projects that commence construction after June 16, 2025, must satisfy a 45% domestic cost threshold, increased from 40%. The OBBB further introduced new compliance requirements under the Foreign Entity of Concern (“FEOC”) provisions applicable to both Section 48E and the Advanced Manufacturing Production Tax Credit (“AMPTC”) under Section 45X of the Code. These provisions require an increasing level of non-FEOC content for solar and storage projects beginning construction in 2026 and for manufactured components produced beginning in 2026.
On July 7, 2025, the President issued an Executive Order directing the Secretary of the Treasury to issue updated guidance within 45 days regarding the “beginning of construction” requirements applicable to Section 48E projects. In August 2025, the U.S. Department of the Treasury and the IRS issued revised “beginning of construction” guidance for clean energy tax credits that applies only to projects above 1MW. The Executive Order also directs the Secretary to implement the FEOC restrictions set forth in the OBBB. Under the new FEOC rules, a U.S. energy project can only receive specific tax credits if the project’s equipment from certain FEOC-related entities does not exceed set amounts, and the rules disqualify other credits from applying to US-made products that contain too many inputs from certain FEOC-related entities. The rules also prevent a company from receiving specific tax credits if it relies too much on investment or material assistance from certain FEOC-related entities, including in circumstances where a contract, license, or other arrangement gives an FEOC-related entity effective control over the company or its projects or products. In February 2026, the U.S. Department of the Treasury and the IRS issued guidance applicable to Sections 48E and 45X of the Code, including rules and interim safe harbors for determining whether projects or manufactured components receive material assistance from prohibited foreign entities. Additional FEOC guidance remains forthcoming and is expected to be finalized in 2026, which could further tighten existing requirements.
These legislative and regulatory developments have affected, and could in the future adversely affect, our eligibility for certain tax credits, the attractiveness of our offerings to solar and storage system lease providers, and overall demand for our products. If we are unable to satisfy the revised domestic content or FEOC requirements, our ability to qualify for these incentives could be impaired, which could adversely affect our revenue, gross margins, business operations, and competitive position.
Section 45X Manufacturing Tax Credit Arrangement. On December 18, 2025, we entered into an Amended and Restated Manufacturing and Supply Agreement with EG4 Electronics LLC (“EG4”). The amended agreement clarifies that EG4, rather than the Company, is expected to be the claimant of any available AMPTC under Section 45X of the Code associated with qualifying optimized
inverter products manufactured using certain Tigo components. Under the amended agreement, if EG4 qualifies for, receives and monetizes such AMPTC, we may be entitled to receive an agreed-upon amount, net of applicable tax credit selling expenses, subject to the terms and conditions of the amended agreement.
During the six months ended June 30, 2026, production activities commenced through a U.S. based contract manufacturer for certain components that are expected to be used in products supplied under the EG4 arrangement. During the six months ended June 30, 2026, we did not recognize any benefit related to the AMPTC under Section 45X of the Code during the period. There can be no assurance that EG4 will qualify for, receive, monetize or retain any AMPTC, that any products manufactured using our components will satisfy applicable requirements, or that we will receive any amounts under the amended agreement, including as to the timing or amount of any such payments. Changes in the law, additional guidance, FEOC-related restrictions, sourcing requirements, documentation requirements, or interpretations of Section 45X of the Code could affect the expected economics of our agreement with EG4, our sourcing strategy, and our customers’ eligibility for tax credits, which may affect their purchasing decisions and demand for our products.
Macroeconomic and Market Conditions. The global macroeconomic and market uncertainty has adversely impacted the U.S. and global economies and may continue to do so. As our global footprint expands, we are increasingly exposed to the effects of this evolving environment, including inflation and input-cost pressures, interest rate levels and volatility, tariffs and changes in trade policy, foreign currency fluctuations, potential economic slowdowns or recessions, geopolitical tensions, and regulatory changes stemming from current and future trade policies. A tighter credit environment could adversely affect installer and end-customer demand, increase price sensitivity, and lead to greater price competition for our products. In addition, several European countries, including Germany, Belgium, Italy, the Netherlands and the United Kingdom, have adopted reductions in or ended their NEM tariffs or feed-in tariffs programs. Certain countries have proposed or enacted taxes levied on renewable energy. These and related developments have significantly impacted the solar industry in Europe and may adversely affect the future demand for solar energy solutions in Europe, which could adversely impact our results of operations. Reductions in customer spending in response to unfavorable or uncertain macroeconomic and market conditions, globally or in a particular region where we operate, have adversely affected, and could continue to adversely affect, our business, results of operations and financial condition.
Expansion of Sales, Customers, and Product Offerings. Our ability to grow revenue, in part, depends on expanding both our product and service offerings and our customer base. We primarily acquire new customers through collaboration with industry partners and distributors, and while we expect near-term revenue to remain concentrated among existing customers, we plan to expand our presence in the residential markets in the U.S. and EMEA. While the majority of our North American revenue is currently generated from commercial and industrial markets, we are actively working to grow our presence in the U.S. residential market through offerings with residential solar providers. Internationally, we continue to evaluate and invest in new market opportunities, particularly in the EMEA region, where we have begun offering our residential solutions in Italy and Germany.
Additionally, we have made, and plan to continue to make, substantial investments in research and development initiatives to support new product introductions. Although a significant portion of our revenue is derived from our MLPE products, we are continuing to develop and promote additional offerings such as our GO ESS product line and Predict+ service, which we believe will help contribute to long-term revenue growth. We believe that our entry into new markets will facilitate revenue growth and customer diversification, however, we cannot assure you that we will be able to enter into new markets or in expand our product offerings in new and existing markets on the timelines that we expect or at all due to the risks and uncertainties related to such expansion discussed Part I, Item 1A, “Risk Factors” in our 2025 Annual Report.
We regularly review a number of metrics, including the following key operating and financial metrics, to evaluate our business, measure our performance, identify trends in our business, prepare financial projections and make strategic decisions. We believe the operating and financial metrics presented are useful in evaluating our operating performance, as they are similar to measures used by
23
our public competitors and are regularly used by securities analysts, institutional investors, and other interested parties in analyzing operating performance and prospects.
The following table sets forth these metrics for the periods presented:
(in thousands, except percentages)
Gross margin
39.3
44.7
41.1
41.8
Gross Profit and Gross Margin
We define gross profit as total net revenue less cost of revenue, and define gross margin, expressed as a percentage, as the ratio of gross profit to revenue. Gross profit and margin can be used to understand our financial performance and efficiency and allow investors to evaluate our pricing strategy and compare it against competitors. We use these metrics to make strategic decisions identifying areas for improvement, set targets for future performance and make informed decisions about how to allocate resources going forward.
Change in
1,351
5.6
7,709
18.0
Three months ended June 30, 2026, and 2025
Net revenue increased by $1.4 million or 5.6% for the three months ended June 30, 2026, as compared to the same period in 2025, which is driven primarily by an increase of $2.0 million or 9.9% in net revenue from our MLPE product line, which is attributable to an increased market acceptance of the products. The increase is partially offset by a decrease in royalty revenue of $0.8 million primarily due to all royalty income now being recognized in other income, net for the three months ended June 30, 2026, following the sale of certain patent rights in December 2025. Royalty income was recognized in net revenue during the three months ended June 30, 2025. For more information on the royalty revenue transition to other income, net, see Note 14, “Patent Sale” of the notes to condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Six months ended June 30, 2026, and 2025
Net revenue increased by $7.7 million or 18.0% for the six months ended June 30, 2026, as compared to the same period in 2025, which is driven primarily by an increase of $6.8 million or 18.7% in net revenue from our MLPE product line, which is attributable to an increased market acceptance of the products. Additionally, our GO ESS product line increased by $1.9 million or 44.1% in net revenue for the six months ended June 30, 2026, compared to the same period in 2025, which is primarily driven by an increase of $6.3 million or 21.1% in net revenue in the EMEA region as a result of increased market acceptance of our MLPE products and purchases of $3.4 million of our GO ESS products from a customer in Italy. Additionally, the APAC region contributed a $1.2 million or 31.6% increase in net revenue which is primarily driven from increased market acceptance of our MLPE products. The increase is partially offset by a decrease in royalty revenue of $1.2 million, reflecting the royalty revenue recognition shift to other income, net discussed above.
Please see the section below for a discussion of the factors influencing the fluctuations in net revenue for each geographic region.
EMEA
307
1.7
6,277
21.1
Americas
(315
(6.9
)%
1,359
113.2
1,192
31.6
24
2,118
15.9
4,855
19.5
(767
(7.1
2,854
Cost of revenues increased by $2.1 million or 15.9% and gross profit decreased by $0.8 million or 7.1% for the three months ended June 30, 2026, as compared to the same period in 2025. The increase in cost of revenues was primarily driven by a 5.6% increase in net revenue for the three months ended June 30, 2026, compared to the same period in 2025. In addition to higher net revenue, cost of revenues increased due to a $2.9 million decrease in favorable excess and obsolete inventory adjustments and a $0.7 million increase in customs and freight expense compared to the same period in 2025. These increases were partially offset by a $1.1 million decrease in warranty expense primarily due to changes in estimated shipping costs.
Gross margin decreased by 5.4 percentage points for the three months ended June 30, 2026, as compared to the same period in 2025. The decrease was primarily driven by lower sales of previously reserved GO ESS inventory at higher margins as a result of the inventory reserves recorded against the product line in the second half of 2024. The decrease was partially offset by a $1.1 million decrease in warranty expense primarily as a result of changes in estimated shipping costs.
25
Cost of revenues increased by $4.9 million or 19.5% and gross profit increased by $2.9 million or 15.9% for the six months ended June 30, 2026, as compared to the same period in 2025, which is primarily driven by a 18.0% increase in net revenue for the six months ended June 30, 2026, as compared to the same period in 2025. In addition to higher net revenue, cost of revenues increased due to a $1.5 million increase in customs and freight expense compared to the same period in 2025. These increases were partially offset by a $2.4 million decrease in warranty expense primarily due to changes in estimated shipping costs.
Gross margin decreased by 0.7 percentage points for the six months ended June 30, 2026, as compared to the same period in 2025. The decrease was primarily attributable to higher customs and freight expense and less favorable excess and obsolete inventory and scrap adjustments, partially offset by the decrease in warranty expense primarily as a result of changes in estimated shipping costs.
10.6
720
16.2
Percentage of net revenue
9.9
9.4
10.2
10.3
Research and development expense increased by $0.2 million or 10.6% for the three months ended June 30, 2026, as compared to the same period in 2025.
Research and development expense increased by $0.7 million or 16.2% for the six months ended June 30, 2026, as compared to the same period in 2025. The increase was primarily attributable to a $0.4 million increase in payroll costs, driven by annual compensation adjustments, a $0.1 million increase in consulting expenses and a $0.1 million increase in software subscription costs during the six months ended June 30, 2026, as compared to the same period in 2025.
The amount of research and development expenses may fluctuate from period to period due to differing levels and stages of development activity.
(364
(8.3
200
2.4
18.3
16.9
19.4
Sales and marketing expense decreased by $0.4 million or 8.3% for the three months ended June 30, 2026, as compared to the same period in 2025. The decrease was primarily attributable to a $0.5 million decrease in bonus and stock-based compensation expenses primarily related to reversals of amounts previously accrued and a reduction in equity awards granted during the three months ended June 30, 2026, compared to the same period in 2025. This increase was partially offset by a $0.2 million increase in payroll costs driven by annual compensation adjustments during the three months ended June 30, 2026, compared to the same period in 2025.
Sales and marketing expense increased by $0.2 million or 2.4% for the six months ended June 30, 2026, as compared to the same period in 2025.
(467
(8.4
543
5.1
20.2
23.2
22.1
24.8
General and administrative expense decreased by $0.5 million or 8.4% for the three months ended June 30, 2026, as compared to the same period in 2025. The decrease was primarily attributable to decreases in bonus and stock-based compensation expenses of $1.4 million primarily related to reversals of amounts previously accrued and a reduction in equity awards granted. The decrease was partially offset by increases in legal expenses of $0.4 million, facility-related insurance expense of $0.3 million primarily associated with our new headquarters lease that commenced in June 2025, and bad debt expense of $0.2 million.
General and administrative expense increased by $0.5 million or 5.1% for the six months ended June 30, 2026, as compared to the same period in 2025. The increase was primarily attributable to an increases in bad debt expense of $1.2 million related to a customer bankruptcy and facility-related insurance expense of $0.6 million. The increase was partially offset by decreases in bonus and stock based compensation expenses of $1.2 million related to reversals of amounts previously accrued and a reduction in equity awards granted during the six months ended June 30, 2026, compared to the same period in 2025.
(2,842
(99.1
(5,712
(99.5
NM
(231
231.0
(585
240.7
(3,428
(123.8
(6,652
(121.0
Interest expense decreased by $2.8 million or 99.1% for the three months ended June 30, 2026, as compared to the same period in 2025. The decrease was primarily driven by the extinguishment of the Convertible Promissory Note in December 2025, resulting in no related interest expense during the three months ended June 30, 2026.
Gain on sale of intangible assets of $0.4 million was recorded during the three months ended June 30, 2026 as a result of the sale of certain patents to a third party, as discussed above under “Key Factors That May Influence Future Results of Operations.”
Other income, net increased by $0.2 million or 231.0% for the three months ended June 30, 2026, as compared to the same period in 2025, primarily due to the royalty revenue shift to other income, net discussed above.
Interest expense decreased by $5.7 million or 99.5% for the six months ended June 30, 2026, as compared to the same period in 2025. The decrease was primarily driven by the extinguishment of the Convertible Promissory Note in December 2025, resulting in no related interest expense during the six months ended June 30, 2026.
Gain on sale of intangible assets of $0.4 million was recorded during the six months ended June 30, 2026 as a result of the sale of certain patents to a third party, as discussed above under “Key Factors That May Influence Future Results of Operations.”
Other income, net increased by $0.6 million or 240.7% for the six months ended June 30, 2026, as compared to the same period in 2025, primarily due to the royalty revenue shift to other income, net discussed above.
(3,352
(3,812
Three and Six Months ended June 30, 2026, and 2025
We recorded income tax benefit of $3.2 million and $3.4 million for the three and six months ended June 30, 2026, respectively. This was primarily related to a valuation allowance release resulting from a change to an intercompany transfer pricing arrangement at the affected foreign subsidiary. We recorded income tax expense of $0.2 million and $0.5 for the three and six months ended June 30, 2025, primarily related to settlement of a foreign tax examination during the period. For more information, see Note 13, "Income Taxes" of the notes to condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Liquidity and Capital Resources
As of June 30, 2026, our principal sources of liquidity were cash and cash equivalents of $16.9 million and total working capital, which we define as current assets less current liabilities, of $36.6 million, and availability under our revolving credit facility. Our principal uses of cash are for funding our operations, capital expenditures, other working capital requirements and other investments. On February 26, 2026, we closed the Registered Direct Offering resulting in gross proceeds of $15.0 million, and net proceeds of approximately $14.0 million, after deducting placement agent fees and offering expenses. We believe that our existing cash and cash equivalents, our expected cash flows from operations, the gross proceeds received from the Registered Direct Offering and our available borrowing capacity under the Credit Facility will provide adequate liquidity for ongoing operations, planned capital expenditures and other investments for at least the next 12 months from the issuance date of this Quarterly Report on Form 10-Q.
Revolving Credit Facility. In March 2026, we entered into the Credit Facility with Wells Fargo that provides for borrowings of up to $10.0 million. As of June 30, 2026, $4.1 million was outstanding under the Credit Facility, and we were in compliance with all applicable covenants. For more information, see Note 7, “Debt” of the notes to condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Operating Leases. We have entered into various non-cancelable operating leases primarily for our facilities with original lease periods expiring through the year 2029, with our most significant leases relating to our facilities in Los Gatos, California and Ra’anana, Israel. As of June 30, 2026, we had total lease obligations of $2.3 million recorded on our condensed consolidated balance sheet. For more information, see Note 11, “Leases” of the notes to condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
The following table summarizes our cash flows for the periods presented:
Management closely monitors expenditures and is focused on obtaining new customers and continuing to develop our products and services. Cash from operations and our liquidity could also be affected by various risks and uncertainties, including, but not limited to, economic concerns related to tariffs, interest rates, inflation or the supply chain, including timing of cash collections from customers and other risks which are detailed in the section entitled “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this Quarterly Report on Form 10-Q, including in Part II, Item 1A, “Risk Factors” of this Quarterly Report on Form 10-Q and in Part I, Item 1A, “Risk Factors” in the 2025 Annual Report.
Cash Flows (Used in) Provided By Operating Activities
Cash flows from operating activities consisted of net loss adjusted for certain non-cash reconciling items, such as non-cash interest expense, stock-based compensation expense, provision to write down inventories to net realizable value, depreciation and amortization, and non-cash lease expense, gain on sale and payment of transaction costs related to the sale of intangible assets, deferred income tax
28
benefit and changes in our operating assets and liabilities. Cash provided by operating activities decreased by $17.5 million to cash used in operating activities during the six months ended June 30, 2026, as compared to the same period in 2025.
Cash Flows Used in Investing Activities
Net cash provided by investing activities was $2.3 million for the six months ended June 30, 2026, which is primarily attributable to the proceeds from the sale of intangible assets as a result of our satisfaction of the conditions specified in the patent purchase agreement and receipt of an additional holdback payment in May 2026, and was partially offset by the purchase of property and equipment. Net cash used in investing activities was $9.6 million for the six months ended June 30, 2025, which is primarily attributable to the purchase of marketable securities and was partially offset by proceeds received from the sale and maturities of marketable securities.
Cash Flows Provided by Financing Activities
Net cash provided by financing activities increased by $16.4 million during the six months ended June 30, 2026, compared to the same period in 2025 which is primarily attributable to the proceeds from the issuance of common stock in the Registered Direct Offering and proceeds from borrowings under the Credit Facility. This is partially offset due to payments of tax withholdings of restricted and performance stock awards, payment of debt issuance costs on the Credit Facility and payment of expenses associated with the Registered Direct Offering.
Our contractual obligations primarily consist of our obligations under operating leases and inventory component purchases. As of June 30, 2026, there have been no material changes from our disclosure in our 2025 Annual Report. For more information on our future minimum operating leases, see Note 11, “Leases” and for more information on our Credit Facility, see Note 7, “Debt,” of the notes to condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
During the periods presented, the Company did not have any off-balance sheet arrangements.
For the period ended June 30, 2026, there have been no material changes to our critical accounting estimates from the information reported in our 2025 Annual Report.
Recent Accounting Pronouncements
For a description of recent accounting pronouncements, including the expected dates of adoption and estimated effects, if any, on the Company’s condensed consolidated financial statements, see Part I, Note 2, “Summary of Significant Accounting Policies”, in the notes to condensed consolidated financial statements in this Quarterly Report on Form 10-Q.
As a “smaller reporting company” as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company is not required to provide the information required under this item.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2026, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. Based upon the evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2026.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the three months ended June 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on the Effectiveness of Disclosure Controls and Procedures
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and implemented, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues within a company are detected. The inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple errors or mistakes. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and may not be detected. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
From time to time, the Company may be subject to various claims, lawsuits, and other legal and administrative proceedings that may arise in the ordinary course of business. Some of these claims, lawsuits, and other proceedings may range in complexity and result in substantial uncertainty; it is possible that they may result in damages, fines, penalties, non-monetary sanctions, or relief. While the Company intends to vigorously defend itself with respect to such disputes, any potential outcomes resulting from such claims would be inherently difficult to quantify.
In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors disclosed in the section entitled “Risk Factors” in Part I, Item 1A, of the Company’s 2025 Annual Report, and the other reports that we have filed with the SEC. Any of the risks discussed in such reports, as well as additional risks and uncertainties not currently known to us or that we currently deem immaterial, could materially and adversely affect our results of operations, financial condition or prospects. During the period covered by this Quarterly Report on Form 10-Q, there have been no material changes in our risk factors as previously disclosed, except for the following:
Our business could be adversely affected by trade tariffs or other trade barriers.
We may be negatively affected by the prospect of expanded trade restrictions between the government of the United States and where we or our partners operate. Escalating trade tensions between the United States and China have led to increased tariffs and trade restrictions, including tariffs applicable to some of our products. Our operations and supply chain may be adversely affected by actual
or threatened trade actions, including new or increased tariffs, customs duties, import/export restrictions, sanctions, and other trade barriers in the United States and in other jurisdictions in which we or our suppliers operate.
In addition, recent policy actions and proposals in the United States have included the imposition of, or consideration of, additional tariffs and other trade restrictions on certain imported goods, including goods sourced from China and other jurisdictions. Any escalation of a trade war between China and the U.S., or between any other jurisdictions in which we conduct business, could potentially impact our hardware component prices and impact any plans to sell products in China and other international markets. The escalation of any “trade war” may also contribute to the rise of inflation, which may negatively affect the United States’ and global markets. Retaliatory measures, changes in customs enforcement practices, or broader trade restrictions could also disrupt logistics, lengthen lead times, limit component availability, and increase price volatility.
Changes in trade laws, including recent regulatory actions, may not benefit us as anticipated, or at all. For example, although we believe the FCC’s July 2026 decision to restrict future authorizations of foreign-produced power inverters could support the strategic rationale for our U.S. manufacturing strategy, we cannot assure you that this or any other trade action will result in a competitive advantage for us. The scope of the FCC’s action remains subject to change, including through an available conditional exception process, competitors may adjust their manufacturing footprints to remain compliant or to obtain exceptions, and the FCC or other agencies may modify, narrow, or delay enforcement of the restriction. Moreover, the overall impact of trade laws on our business depends on multiple factors, including their duration, their scope and potential expansion thereof, application, enforcement, retaliatory measures by impacted exporting countries, inflationary effects and broader macroeconomic responses, changes to consumer purchasing behavior, and the effectiveness of our responses in managing these impacts. If trade laws do not evolve as we currently expect, or if we are unable to capitalize on any resulting opportunities, our competitive position, results of operations, and financial condition could be adversely affected.
At this time, it is unclear how further expanded trade restrictions may impact us or our partners, although they pose the risk of price instability and that exports of our products may become subject to retaliatory tariffs. In addition, alternative suppliers for certain critical components may be limited, may require lengthy qualification and certification processes, or may not be available at competitive cost or in sufficient volumes. These developments may also reduce customer demand by increasing the total installed cost of solar and storage systems or extending payback periods, and continuing uncertainty could cause customers to advance, delay, reduce, or cancel purchases. Any of these factors could have a material adverse effect on our business, financial condition and results of operations.
None.
Not applicable.
10b5-1 Trading Arrangements.
During the quarter ended June 30, 2026, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Item 6. Exhibits
Exhibit No.
Description
3.1
Second Amended and Restated Certificate of Incorporation of Tigo Energy, Inc. (incorporated by reference
to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the SEC on May 30, 2023).
3.2
Amended and Restated Bylaws of Tigo Energy, Inc. (incorporated by reference to Exhibit 3.2 to the
Company’s Current Report on Form 8-K, filed with the SEC on May 30, 2023).
31.1†
Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a)
31.2†
Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a)
32.1*
Certification of Chief Executive Officer pursuant to Rule 13a-14(b)/15d-14(b)
32.2*
Certification of Chief Financial Officer pursuant to Rule 13a-14(b)/15d-14(b)
101.INS†
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH†
Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents
104†
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
† Filed herewith.
* Furnished herewith. This certification is deemed not filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended or the Exchange Act
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
By:
/s/ Bill Roeschlein
Bill Roeschlein
Chief Financial Officer
Date: August 4, 2026